Bank of New York Mellon : Annual Report of Employee Stock Plans

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

[ ü ] Annual Report Pursuant to Section 15(d) of the

Securities Exchange Act of 1934

For the fiscal year ended December 31, 2018

or

[ ] Transition Report Pursuant to Section 15(d) of the

Securities Exchange Act of 1934

For the transition period from _______ to _______

Commission File No. 001-35651

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

THE BANK OF NEW YORK MELLON CORPORATION 401(k) SAVINGS PLAN

BNY Mellon Center

500 Grant Street

Pittsburgh, PA 15258-0001

B. Name of issuer of the securities held pursuant to the plan

and the address of its principal executive office:

THE BANK OF NEW YORK MELLON CORPORATION

240 Greenwich Street

New York, New York 10286

The Bank of New York Mellon Corporation 401(k) Savings Plan

Form 11-K
Table of Contents
	Page
Report of Independent Registered Public Accounting Firm	2
Statements of Net Assets Available for Plan Benefits	4
Statements of Changes in Net Assets Available for Plan Benefits	4
Notes to Financial Statements	5
Supplemental Schedule:
Schedule 1: Schedule H, Line 4i - Schedule of Assets (Held at End of Year)	22
Index to Exhibits	23
Signatures	24

Report of Independent Registered Public Accounting Firm

To the Plan Participants and Plan Administrator

The Bank of New York Mellon Corporation 401(k) Savings Plan:

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for plan benefits of The Bank of New York Mellon Corporation 401(k) Savings Plan (the Plan) as of December 31, 2018 and 2017 , the related statements of changes in net assets available for plan benefits for the years then ended, and the related notes (collectively the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 2018 and 2017 , and the changes in net assets available for plan benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Accompanying Supplemental Information

The supplemental information in the accompanying Schedule H, line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2018 , has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental information is the responsibility of Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income

Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ KPMG LLP

We have not been able to determine the specific year that we began serving as the Plan's auditor, however, we are aware that we have served as the Plan's auditor since at least 1989.

Pittsburgh, Pennsylvania

June 21, 2019

The Bank of New York Mellon Corporation 401(k) Savings Plan

Statements of Net Assets Available for Plan Benefits

		December 31,
(in dollars)		2018		2017
Assets:
Investments held in Master Trust, at fair value	$	5,805,994,844	$	6,235,788,787
Fully benefit-responsive investment contracts held in Master Trust, at contract value		343,301,813		331,309,614
Notes receivable from participants		87,902,354		88,112,798
Employer contributions receivable		55,189,404		54,947,951
Cash		323,311		452,240
Pending investments sales and other receivables		3,511,873		3,096,476
Total assets		6,296,223,599		6,713,707,866
Liabilities:
Pending investment purchases and other liabilities		10,179,562		11,104,926
Total liabilities		10,179,562		11,104,926
Net assets available for plan benefits	$	6,286,044,037	$	6,702,602,940
See accompanying Notes to Financial Statements.

The Bank of New York Mellon Corporation 401(k) Savings Plan

Statements of Changes in Net Assets Available for Plan Benefits

	Year ended December 31,
(in dollars)	2018	2017

(Deductions) additions to net assets available for plan benefits:
Net investment (loss) income from Master Trust:
Net (depreciation) appreciation in fair value of investments	$	(424,271,993)	$	905,219,301
Dividends		20,633,790		17,786,551
Interest		2,837		7,027
Total net investment (loss) income from Master Trust		(403,635,366)		923,012,879
Securities lending income from Master Trust		140,269		-
Net investment (loss) income		(403,495,097)		923,012,879
Contributions:
Participant contributions		231,527,472		216,805,966
Employer contributions		166,473,073		162,212,279
Rollover contributions		33,094,999		32,127,665
Total contributions		431,095,544		411,145,910
Interest income on notes receivable from participants		4,149,531		3,490,286
Total additions		31,749,978		1,337,649,075
Deductions from net assets available for plan benefits:
Benefits paid to participants		445,488,435		358,043,799
Administrative expenses		2,820,446		2,645,810
Total deductions		448,308,881		360,689,609
Net (decrease) increase in net assets available for plan benefits		(416,558,903)		976,959,466
Net assets available for plan benefits:
At beginning of year		6,702,602,940		5,725,643,474
At end of year	$	6,286,044,037	$	6,702,602,940
See accompanying Notes to Financial Statements.